CODE OF ETHICS
Selex Gruppo Commerciale S.p.A. Adopted by resolution of the Board of Directors on 24 January 2019
CONTENTS 1.1.
Application of the Code of Ethics
1.2.
Foreword
1.3.
Intended recipients
1.4.
Principles of application
2.
The Selex Code of Ethics: Basic precepts 2.1.
Mission
2.2.
Stakeholders
2.3.
Basic precepts •
Respect for fundamental human rights
•
Customer-focused
•
Honesty and moral integrity
•
Protecting the environment
•
Enhancing relations with local communities
3.
Rules of conduct 3.1.
3.2.
Relations with Partner Companies •
Fair competition and conflicts of interest
•
Accurate bookkeeping
Relations with customers 1. Responsiveness to consumer needs 2. Food safety and product quality 3. Transparency of communication 4. Safeguarding customer purchasing power 5. Protecting customer data
3.3.
Relations with external partners and contractors •
Fundamental rights
•
Equal opportunities 1
3.4.
•
Health and safety
•
Conflicts of interest and data protection
•
Protection of Company assets
•
Protecting the Company image
•
Presents, gifts and preferential treatment
Relations with suppliers •
Fair commercial practices
•
Repudiation of bribery
•
Confidentiality of information
•
Selection of suppliers
•
The corporate social responsibility of suppliers
3.5.
Relations with government agencies
3.6.
Relations with local communities and producers •
Longstanding relations with local communities
•
Corporate social responsibility and the promotion of local business
•
Environmental responsibility
4.
Compliance with the Code of Ethics 4.1.
Scope of application
4.2.
Reporting non-compliance
4.3.
Violations and penalties
Introduction As one of the top-ranking logistical and retail distribution groups in the country, Selex Gruppo Commerciale SpA (hereafter also called "Selex", the "Company" or the “Group”) is made up of 12 “Partner Companies” that have deep roots in their local areas, where they are often also market leader. Selex has achieved its results by respecting the law and remaining true to the values that underpin its strategy as a retail Group. These values are reasserted and outlined in this Code of Ethics (the "Code"), which Selex has adopted with a view to defining the rights, duties and responsibilities it has with stakeholders, namely all the parties with whom the Company has dealings in the conduct of its business. This Code of Ethics is not intended as a substitute for local laws or current Company policies. Rather, it is intended to give contextual depth to the system of values that shapes Company policies and to clarify their purpose and the reasoning behind them. 2
1. Application of the Code of Ethics 1.1. Foreword Selex’s success is very much based on the mutual trust it has forged with all those who daily contribute to its activities and with whom it shares the values that are enshrined in this Code of Ethics. Any organization that wants to be a legitimate actor in the society and environment in which it operates has a duty to communicate its ethical principles with clarity and transparency. This Code responds to that obligation by setting out the Company's values and its rights, duties and responsibilities towards stakeholders both inside and outside the Company. The Code seeks to ensure that the Company always meets the highest standards by reducing the risk of unlawful acts to a minimum and preventing poor performance or subpar services. The Code is supplementary to national laws, to which the Company remains bound at all times. The purpose of the Code is to provide guidance for resolving ethically challenging situations, and it therefore sets out the basic rules of behaviour that Selex expects all its employees, regardless of level, to respect in the performance of their duties. In a climate of transparency and trust, it is the responsibility of employees to be aware of and scrupulously observe the rules governing their professional activities, and to refer to the appropriate Company officers when seeking a sound interpretation and application of the rules. In furtherance of the goals of this Code, Selex reserves the right to amend its contents from time to time whether to reflect changes in legislation or to incorporate lessons learned from its application. All Company employees are expected to make concrete contributions to the further development of the Code. Selex is committed to disseminating the Code and encouraging adherence to it (and any amendments introduced in the course of its evolution) by supporting specific initiatives or by using internal tools of communication such as the Company’s website, its intranet and newsletters. The Company shall ensure the enforcement of the Code, to which end it shall put appropriate prevention and control measures in place, ensure that its actions and conduct are always transparent, and even take disciplinary action when necessary. 1.2. Intended recipients This Code lays down behavioural guidelines that must be followed by any person acting in the name of, on behalf of, in the interest of, or to the advantage of Selex, regardless of the legal nature of the relationship between the Company and the persons to whom it is addressed (the "Recipients"). Recipients are required to comply with this Code and to carry out their activities in accordance both with the guiding ethical principles of the Selex Group and with current laws and regulations. 3
1.3. Principles of application Selex employees shall agree to observe and enforce the principles of this Code of Ethics. Directors and managers have a particular duty to ensure their daily behaviour is exemplary and fully congruent with the Code. Compliance with the principles of the Code is a contractual prerequisite that the Company undertakes to honour pursuant to the law. With a view to ensuring compliance with this Code of Ethics and the proper implementation of its precepts, Selex has adopted a disciplinary system to sanction non-compliant Recipients. Accordingly, Selex: · · ·
receives reports of suspected Code violations; makes appropriate inquiries into matters raised, reports its findings to the appropriate Company officer/function, and makes sure penalties are enforced; guarantees the confidentiality of the identity of the reporting party, who shall thus be protected from potential retaliation.
Any person involved in cases of intimidation or reprisal against a person making a report in good faith to the appropriate officer shall be subject to disciplinary action, which may include termination of employment. Selex employees, contractors and stakeholders who wish to report an alleged violation or who are seeking clarification or requesting an opinion on an ethical issue should use the following addresses: email: paolo.paglia@selexgc.it Postal address: Selex Gruppo Commerciale Spa - Via Cristoforo Colombo 51, 20090 Trezzano sul Naviglio (MI)
2. The Selex Code of Ethics: Basic precepts 2.1. Mission
Selex’s mission is to create value for its Partner Companies (“Imprese Socie”) by consolidating their position in local markets and encouraging them to work together to achieve growth, development and innovation. The chief task of Selex Head Office (“Centrale Selex”) is therefore to generate and maximize synergies among the Partner Companies and capitalize on the advantages inherent in being part of a services hub that promotes Group-wide development, innovation and efficiency based on collaboration, the attainment of common objectives and the implementation of strategies. Selex Head Office helps the Partner Companies strategize their commercial decisions and roll out new customer-oriented services that take account of the peculiarities of local retail markets, responsiveness to which is pivotal to Selex’s success. 2.2. Stakeholders Selex's relations with its stakeholders are predicated on principles of integrity, cooperation, fairness, respect for the law and respect for one another. In communications with stakeholders, 4
Selex is respectful of their right to information and proscribes the diffusion of false or tendentious reports or comments. For the purposes of its mission, Selex designates the following as stakeholders: customers, consumers, Partner Companies, employees, suppliers, partners, contractors, associations, local communities, and government agencies. 2.3. Basic precepts Compliance with laws and regulations is a prerequisite and indispensable precept for Selex, all of whose business activities are conducted in accordance also with the following ethical principles: •
Respect for fundamental human rights
Selex is committed to respecting the rights and the physical, cultural and moral integrity of all persons with whom it has dealings. The importance that Selex attaches to the person is particularly evident in the way it nurtures and encourages the skills of its employees, partners and associates, and in the way it provides working conditions that are healthy, safe, non-discriminatory and conducive to individual dignity. •
Customer-focused
Selex pays the utmost attention to fulfilling the expectations of its customers by offering a complete and up-to-date range of products in every category, along with a competitive qualityprice ratio, especially for private-label products. •
Honesty and moral integrity
Selex directors, executives, employees and outside partners and contractors execute their activities in furtherance of the interests of the Company. The pursuit of these interests can never justify conduct that is contrary to the principles of honesty and moral integrity. It is therefore forbidden to give or receive sums of money, engage in other forms of bribery, or accept gifts or favours from or on behalf of third parties with a view to procuring direct or indirect benefits for the Company or oneself. •
Impartiality
Selex is committed to fairness and impartiality in its dealings with customers and government agencies, in the management of staff and in the selection and management of suppliers. Selex repudiates and condemns all forms of discrimination based on age, gender, sexuality, state of health, nationality, political opinion or religious belief. •
Fair competition
Selex is committed to competing with market operators without any recourse to collusive behaviour and without violating the principle of fair competition by abusing a dominant position. The Company undertakes to collaborate actively in any judicial investigations and not to hide or delay the disclosure of any information being sought by antitrust or regulatory bodies. •
Clarity and transparency in all operations and transactions 5
In its dealings with stakeholders and in disclosures relating to the economic, social and environmental impact of its activities, Selex shall always provide timely and truthful information. The Recipients of this Code of Ethics shall likewise provide adequate and timely information, whether to persons inside or outside the Company, and shall be guided by the principles of fairness and transparency in transactions with suppliers and government agencies. •
Protecting the environment
Selex is committed to improving and protecting the environment in which it operates. It shall therefore constantly seek to protect both the environment and the health of its employees and communities affected by its activities. •
Enhancing relations with local communities
Selex is aware not only that its activities influence economic and social development and the quality of life in the local communities served by Selex Head Office and Selex Partner Companies, but also that its own standing depends on how its activities resonate in the same communities. Selex is therefore committed to preserving the cultural identity and the social fabric of the communities in which it operates. 3. Rules of conduct 3.1. Relations with Partner Companies •
Fair competition and conflicts of interest
Selex shall abide by the antitrust rules it has agreed with its Partner Companies. Accordingly, when collecting information relating to its Partner Companies, Selex will avoid the disclosure of sensitive data unless it has been aggregated so that it cannot be directly associated with them. For the sake of maximum transparency, Selex requires all Partner Companies: -
to provide timely and accurate information about the activities of their directors and executives;
-
to prevent the occurrence of any situations that might compromise the image of the Selex Group. •
Accurate bookkeeping
In furtherance of the goals of fair competition and transparency, all Selex operations and transactions must be accurately recorded and authorized, verifiable and consistent, and respectful of the law. Selex censures any attempts to compromise the accuracy and truth of the data and information contained in financial statements, economic reports or other similar disclosure documents required by law.
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3.2. Relations with customers The cornerstone of the Company and the reason it has remained a successful business enterprise for so long is its closeness to local communities and its responsiveness to customer demand. Consequently, the priority of Selex is to satisfy consumer needs and constantly improve its responsiveness to them through direct interaction and the maintenance of a professional relationship characterised by maximum reliability and transparency. In pursuit of this objective, Selex regards the following as essential to its purpose: •
Responsiveness to consumer needs
Selex listens and responds to consumers. It seeks to build a special relationship with its customers by continuously adapting itself to their needs, providing them with information they might need to file a complaint or make a claim, and follows up by dealing efficiently with their requests. •
Food safety and product quality
Selex is fully committed to bringing its customers high-quality products and services that meet national and EU standards for health, consumer safety and the environment. Selex systematically monitors any risks that might be associated with its products, promptly informing its customers of any issues, which may also involve collaboration with the Partner Companies. •
Transparency of communication
As a source of truthful, clear and timely information about the characteristics, functions and prices of the services and products it provides, Selex repudiates all forms of false advertising and markets its products transparently. •
Safeguarding customer purchasing power
Selex constantly seeks out the best value for money for its customers so that its products and services are affordable and beneficial to consumer health. •
Protecting customer data
Selex shall ensure that its processing and use of customer information is fully compliant with the laws on privacy and data protection. Selex’s financial reports shall also contain an analysis of the economic, social and environmental impact of its activities so that its customers and consumers in general have sufficient information to make informed purchasing decisions. 3.3. Relations with external partners and contractors In keeping with its culture of responsibility and cooperation, Selex is highly attentive to the professional development and workplace safety of external partners and contractors. •
Fundamental rights 7
Selex is committed to providing a quality working environment, and therefore censures all affronts to the personal dignity of its partners and contractors, such as bullying or physical, psychological or sexual harassment. All Selex partners are expected to espouse these principles and respect the rights of the person. Behaviour that is unethical or contrary to the Company's image will not be tolerated. •
Equal opportunities
As a Company that respects equal opportunities and equality of treatment in the workplace, Selex encourages a diversity-friendly approach in the evaluation of applications and the selection of staff. Selex shall not practise any form of workplace discrimination, and shall offer fair employment opportunities to every type of job applicant. •
Health and safety
To protect the health and safety of its employees, Selex shall ensure that they all work in a healthy and risk-free environment. Selex shall therefore put in place risk-mitigation measures to reduce the number of accidents in the workplace and shall provide adequate training to enable its employees to recognize and reduce any risks to which they may be exposed. •
Conflicts of interest and data protection
Selex expects its employees to behave with honesty and not to pursue their personal interests to the detriment of the Company. Selex therefore requires its employees and contractors not to disclose any confidential information relating to the Company that may come into their possession in the course of their business activities, and expects them to consider themselves mere custodians of the information until and unless it is rendered public by the Company itself. Employees and contractors are therefore requested not to use or disseminate non-public information unless authorized or required by law. Similarly, Selex shall respect and protect the confidentiality of information about its employees and contractors and, in accordance with the law, shall restrict its use to the purpose for which it was originally collected. •
Protection of Company assets
In the performance of their professional activities, all members of staff are expected to safeguard any Company goods and assets that have been entrusted to their care, contribute to the protection of Company wealth, and refrain from using any Selex resources, goods or materials for personal gain or other inappropriate ends. •
Protecting the Company image
Employees who attend public meetings or events must do so in a purely personal capacity and may not use the Selex name or brand unless expressly authorized. •
Presents, gifts and preferential treatment
In no circumstances may Selex employees and contractors offer parties who have a working relationship with the Company payments, gifts or preferential treatment that are 8
unwarranted or not contemplated as part of the normal courtesies and business practices of the Company. 3.4. Relations with suppliers •
Fair commercial practices
In the procurement of goods and services, Selex shall seek maximum competitive advantage but shall also make an honest and impartial evaluation of its commercial options and treat each supplier fairly. •
Repudiation of bribery
Similarly, Selex shall not countenance any pressure to favour one supplier over another that prejudices the transparency and credibility with which it applies the law and its own internal procedures. Selex therefore prohibits the making of promises, the dispensation of direct or indirect benefits and the bestowal of complimentary goods or services if the aim is to secure preferential treatment. Any gifts received from suppliers shall be either donated directly to charity organizations or used indirectly to raise funds for good causes through a Company lottery. •
Confidentiality of information
Selex asks its suppliers, consultants and any other third parties that engage with the Company to refrain from disclosing any non-public information that they may acquire in the performance of their activities. • Selection of suppliers Suppliers are selected on the basis of the technical and professional suitability, quality and affordability of the goods and services they provide, and are expected to operate in a manner that is respectful of society and the environment. •
The corporate social responsibility of suppliers
Selex expects its suppliers to be highly vigilant in the protection of their workers, with particular regard to the exploitation of child labour, respect for human rights, workplace health and safety, and environmental protection. In order to encourage market transparency and avoid distortions in supply chains, Selex and its Partner Companies shall not make use of electronic reverse auctions and shall not force the suppliers of food and agricultural products into making double discounts to secure bids. Instead, Selex shall encourage its suppliers to join the Quality in Agricultural Labour Network to counter the possible illegal recruitment and exploitation of undeclared workers1. 1
Selex signed a Protocol of Understanding with the Ministry of Agriculture, Food and Forestry and Federdistribuzione on 28 June 2017. The Protocol set out a Code of Ethics regulating the procurement of agricultural produce and foods and the use of electronic platforms.
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3.5. Relations with government agencies In all dealings with government bodies, Selex employees and contractors shall conduct themselves with complete integrity and are specifically prohibited from seeking preferential treatment. Conversely, employees and contractors are forbidden from responding to solicitations from government workers offering preferential treatment to the Company in exchange for benefits of any nature, including money, goods, access to confidential information or employment opportunities. 3.6. Relations with local communities and producers •
Longstanding relations with local communities
Selex shall continue to build lasting and mutually advantageous relationships and partnerships with local institutions, public bodies and civic associations. •
Corporate social responsibility and the promotion of local business
Both directly and indirectly through its Partner Companies, Selex strives to protect local agrifood businesses by marketing traditional and local products under its own dedicated private labels. In this way, the Company promotes the development of the local areas in which it operates and favours the local communities in which it has a retail presence. • Environmental responsibility Selex considers environmental protection a primary good that benefits the community and future generations. It is therefore committed to monitoring the environmental impact of its activities, taking action on critical issues, and providing an annual reckoning of its performance by means of an appropriate form of communication such as the Company website, the publication of a sustainability report or newsletter, or other means. 4. Compliance with the Code of Ethics 4.1. Scope of application All Selex employees and contractors must abide by the principles of this Code in their daily operations with other employees, partners and contractors inside or outside the Company. 4.2. Reporting non-compliance Recipients must report any conduct or solicitations that are contrary to the ethical principles prescribed by this Code so that they may be examined in detail and appropriate measures taken. Selex shall ensure that all parties are afforded every opportunity to make appropriate reports of non-compliance without breaking the law or confidentiality obligations, and this Code includes the specific address to be used for this purpose. 10
4.3. Violations and penalties Any violation of the rules of this Code shall be deemed as being in breach of the obligations contained in the contract of employment or as a disciplinary offense, and shall be pursued to the full extent of the law. Pursuant to the relevant labour laws, Selex shall set and impose penalties that adhere to principles of fairness, are uniform in their application, and are proportionate to the nature of the violation.
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